HIGHTIMES HOLDING CORP. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017Merger Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Merger Agreement (this “Agreement”) is made and entered into as of July 24, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS AGREEMENT (this “Agreement”), dated and effective as of August 17th, 2017 (the “Effective Date”), by and among Trans-High Corporation, a corporation organized under the laws of the State of New York, doing business as “High Times” (the “Company”); and Scott McGovern, an individual (hereinafter sometimes referred to as the “Employee”). The Company and each of its subsidiaries and divisions are hereinafter sometimes individually or collectively referred to as the “Employer.”
AMENDED AND RESTATED ONLINE ADVERTISING SALES REPRESENTATION AGREEMENTSales Representation Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Amended and Restated Online Advertising Sales Representation Agreement is dated as of December 15, 2017 (the “Effective Date”) by and between TRANS-HIGH CORPORATION, a New York corporation (“TRANS-HIGH”), and GREEN RUSH DAILY, LLC, a Delaware limited liability corporation (“GREEN RUSH”). TRANS-HIGH and GREEN RUSH are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof. This Agreement amends and restates and supersedes in its entirety a prior agreement between the Parties dated as of August 31, 2017 (the “Prior Agreement”).
ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS by and among BIO CUP CANADA MUSIC FESTIVAL LTD. MATTHEW HARVEY DERRICK KENDALL TRANS-HIGH CORPORATION and HIGH TIMES HOLDING CORP. Dated as of August 10, 2017 ASSIGNMENT OF LEASE AND FESTIVAL RIGHTSAssignment of Lease and Festival Rights • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS (this “Agreement”) is made as of August 10 2017, by and among BIO CUP CANADA MUSIC FESTIVAL LTD., a corporation organized and existing under the laws of British Columbia, Canada (“Assignor”); MATTHEW HARVEY, an individual (“Harvey”); DERRICK KENDALL, an individual (“Kendall”); TRANS-HIGH CORPORATION, a New York corporation (“Assignee”); and HIGHTIMES HOLDING CORP, a Delaware corporation (“HTH” or the “Parent”). Harvey and Kendall are collectively referred to herein as the “Stockholders”), and Assignor and the Stockholders are sometimes collectively referred to as the “Assigning Parties.” The Assigning Parties, the Assignee and the Parent are each individually sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
ESCROW AGREEMENTEscrow Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
AGREEMENT made this __ day of _____________, 2017, by and among HIGHTIMES HOLDING CORP. (the “Issuer”), the representative of [__________] (“__________”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Bank of America, [ ] (the “Escrow Agent”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among: TRANS-HIGH CORPORATION a New York corporation; HIGHTIMES HOLDING CORP., a Delaware corporation; and THE STOCKHOLDERS OF TRANS-HIGH CORPORATION Dated as of February 14, 2017Stock Purchase Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT [Seller Debt]Intercreditor and Debt Subordination Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Illinois
In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller Creditors does hereby agree, represent, warrant, and covenant as follows:
FORM OF AGREEMENTForm of Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
THIS AGREEMENT (“Agreement”) is entered into as of the 31st day of October 2017, by and among the individual or entity who has executed this Agreement on the signature page hereof (the “Purchase Noteholder”) and Hightimes Holding Corp., a Delaware corporation (“Holdings”). The Purchase Noteholder and Holdings are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.
August 7, 2017Hightimes Holding Corp. • December 22nd, 2017 • Periodicals: publishing or publishing & printing
